What issues are generally addressed in the Master Services Agreement (“MSA”) and what issues are addressed in the (SOW). There is no hard and fast rule here, but remember the MSA is a broadly focused corporate position addressing how they generally expect to contract for Services. The SOW is the exact opposite, it is a custom developed description of how a specific Project will be delivered, as such it includes a great deal of detail about the specific Customer’s facility, department and people that are specific to the Project. So where the MSA might call for periodic status reports the SOW might designate the Project manager on both sides responsible for the Status Reports, a day of the week, a time for the call, the requirement for a follow up Status Report (to reflect the minutes of the meeting) and a time in which both parties must review and respond to the minutes. Again there are no hard and fast rules so if some of that process is a Customer or Consultant standard i.e. Weekly Status Reports with 3 days to review and approve the minutes, that could be covered in the MSA; whereas other Customers might be scant on that in the MSA and rely upon the Project team to defines all of that within the SOW.

Depending upon the circumstances, and the importance of the installation to the Customer’s operations you may agree to expedited escalation measures that you would not ordinarily agree with; i.e. if the Project was to remediate a compliance issue shorter cure periods might be appropriate. In the same way, your acceptance process might be non-standard.

The SOW adapts the general consulting services terms to the specific circumstance of the Project, as a result the issues you tend to deal with in a SOW are focused on the Project specific level of detail, rather than trying to alter the general terms on the MSA at the transactional level. SOW terms generally should supplement rather than amend the MSA terms, often the MSA stipulates that in order to override the MSA terms it must be specifically called out (and amended by section/issue first acknowledging it is an exception to the MSA) in the SOW otherwise the MSA prevails in the order of precedence.